Elsam and DONG Merge

Elsam and DONG have signed a merger deal. The terms of the agreement are as follows:

The merger will be based on a value of Elsam of DKK 28 billions and a value of DONG of DKK 21 billions, excluding the value of DONG's shareholding in Elsam.

Elsam recognizes DONG as shareholder in Elsam.

In connection with the merger, a holding company is established, which shall own not less than 50.1 per cent of the share capital and the voting rights in the merged company. The holding company shall be owned by the State by more than 50 per cent and by the current Elsam shareholders by at least 25 per cent.

The company shall have a joint name.

The company shall according to its articles of association be located in Fredericia Municipality. It is as part of the merger agreed that DONG offers to purchase those shares, which the Elsam shareholders have acquired using their preemption rights from the so-called "Hobro-Consortium", corresponding to close to 16 per cent of the shares in Elsam. The price offered will be DKK 930 per share of a nominal value of DKK 100.

A number of issues concerning the merger remain to be considered. They will be clarified as soon as possible.

The merger is conditional upon amongst other things approval of the competition authorities.

In connection with the transaction, Elsam has been advised by Dresdner Kleinwort Wasserstein and Danske Bank as well as Gorrissen, Federspiel, Kierkegaard. DONG has been advised by Carnegie and the Ministry of Finance by NM Rothschild & Sons Ltd. Contact
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